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Terms and Conditions
<br /> The Client requests and authorizes Dewberry Architects Inc. to perform the services outlined in this agreement for the stated fee
<br /> arrangement.
<br /> Standard of Care:
<br /> Services performed by Dewberry Architects Inc. under this agreement will be conducted in a manner consistent with that level of care
<br /> and skill ordinarily exercised by members of the profession in the same locale practicing under similar circumstances and condition.
<br /> No other representation expressed or implied,and no warranty or guarantee is included or intended in this Agreement, or in any report,
<br /> opinion, document or otherwise.
<br /> Access To Site:
<br /> Unless otherwise stated, Dewberry Architects Inc. will have access to the site for activities necessary for the performance of the
<br /> services. Dewberry Architects Inc. will take precautions to minimize damage due to these activities, but has not included in the fee the
<br /> cost of restoration of any resulting damage.
<br /> Dispute Resolution:
<br /> Any claims or disputes between the Client and Dewberry Architects Inc.shall be submitted to non-binding mediation. Client and
<br /> Dewberry Architects Inc.agree to include a similar mediation agreement with all contractors,subcontractors,subconsultants,suppliers
<br /> and fabricators,thereby providing for mediation as the primary method for dispute resolution between all parties.
<br /> Direct Expenses:
<br /> Dewberry Architects Inc.'s Direct Expenses, when part of the basis of compensation, are those costs incurred on or directly for the
<br /> Client's project, including, but not limited to, necessary transportation costs, meals and lodging, laboratory tests and analyses,
<br /> telephone, printing, binding, postage and reproduction charges, all costs associated with outside consultants and other similar costs.
<br /> Reimbursement for Direct Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of
<br /> current rates when furnished by Dewberry Architects Inc. A service charge of 15 percent will be added to Direct Expenses. All sales,
<br /> use, value added, business transfer, gross receipts, or other similar taxes will be added to Dewberry Architects Inc.'s compensation
<br /> when invoicing Client.
<br /> Billings/Payments:
<br /> Invoices for Dewberry Architects Inc.'s services shall be submitted, at Dewberry Architects Inc.'s option, either upon completion of
<br /> such services or on a monthly basis for all services rendered. Invoices shall be payable within 30 days after the invoice date. Client
<br /> shall notify Dewberry Architects Inc. in writing of any disputed amount within 15 days after date of invoice; otherwise all invoice
<br /> charges are agreed to be acceptable. If the invoice is not paid within 30 days, Dewberry Architects Inc. may, without waiving any
<br /> claim or right against the Client,and without liability whatsoever to the Client,terminate the performance of services.
<br /> Late Payments:
<br /> Accounts unpaid 45 days after the invoice date may be subject to a monthly service charge of 1.5% (or the legal rate) on the then
<br /> unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of
<br /> collection, including reasonable attorney's fees.
<br /> Indemnification:
<br /> The Client shall, to the fullest extent permitted by law, indemnify and hold harmless Dewberry Architects Inc., its officers, directors,
<br /> employees,agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense
<br /> costs, arising out of or in any way connected with the performance by any of the parties above named of the services under this
<br /> agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of Dewberry
<br /> Architects Inc.. Dewberry Architects Inc, shall, to the fullest extent permitted by law, indemnify and hold harmless the Client, its
<br /> officers, directors, employees, agents and subconsultants from and against all damage, liability and cost. including reasonable
<br /> attorney's fees and defense costs, arising out of or in any way connected with the performance by any of the parties above named of
<br /> the services under this Agreement, excepting only those damages, liabilities or costs attributable to the sole willful misconduct of the
<br /> Client."
<br /> Limitation of Liability:
<br /> In recognition of the relative risks, rewards and benefits of the project to both the Client and Dewberry Architects Inc., the risks have
<br /> been allocated such that the Client agrees that, to the fullest extent permitted by law, Dewberry Architects Inc.'s total liability to the
<br /> Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or
<br /> causes,shall not exceed the amount paid to Dewberry Architects Inc. Such causes include, but are not limited to, Dewberry Architects
<br /> Inc.'s negligence,errors,omissions,strict liability,breach of contract or breach of warranty.
<br /> Termination of Services:
<br /> This agreement may be terminated for convenience on 30 days' written notice, or for cause, if either party fails substantially to
<br /> perform through no fault of the other and does not commence correction of such nonperformance within 5 days of written notice and
<br /> diligently complete the correction thereafter. On termination, Dewberry Architects Inc. will be paid for all authorized work performed
<br /> up to the termination date plus termination expenses, such as, but not limited to, reassignment of personnel, subcontract termination
<br /> costs,and related closeout costs.
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